S-8

As filed with the Securities and Exchange Commission on October 27, 2010

Registration No. 333-_______

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

ROYAL CARIBBEAN CRUISES LTD.

(Exact name of registrant as specified in its charter)

Republic of Liberia	98-0081645
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

1050 Caribbean Way, Miami, Florida 33132

(Address of principal executive offices) (Zip Code)

ROYAL CARIBBEAN CRUISES LTD.

2008 EQUITY INCENTIVE PLAN

(Full title of the plan)

BRADLEY H. STEIN, ESQ.

Senior Vice President, General Counsel, Secretary

Royal Caribbean Cruises Ltd.

1050 Caribbean Way

Miami, Florida 33132

(Name and address of agent for service)

(305) 539-6000

(Telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, and accelerated filer, and non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer x	Accelerated filer o
Non-accelerated filer o (Do not check if a smaller reporting company)	Smaller reporting company o

CALCULATION OF REGISTRATION FEE

Title of			Proposed	Proposed
Securities to			Maximum	Maximum
be	Amount to be		Offering Price	Aggregate	Amount of
Registered	Registered (1)		Per Share (2)	Offering Price (2)	Registration Fee
Common Stock, par value $.01		6,000,000
per share	shares		U.S.$33.75	U.S.$202,500,000	US$14,438.25

(1) This Registration Statement registers an additional 6,000,000 shares of common stock, par value $.01 per share (“Common Stock”), for issuance under the Royal Caribbean Cruises Ltd. 2008 Equity Incentive Plan (the “Plan”). In addition, pursuant to Rule 416 promulgated under the Securities Act of 1933, as amended, this Registration Statement covers an indeterminate amount of additional shares of Common Stock which may be issued under the Plan as a result of any stock split, stock dividend, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number of outstanding shares of Common Stock.

(2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) of the Securities Act of 1933, as amended. The price is based upon the average of the high and low prices of the Royal Caribbean Cruises Ltd. common stock as reported on the New York Stock Exchange on October 20, 2010.

EXPLANATORY NOTE

Royal Caribbean Cruises Ltd. (the “Company”) has filed this registration statement on Form S-8 (this “Registration Statement”) to register under the Securities Act of 1933, as amended (the “Act”), the offer and sale of 6,000,000 additional shares of its common stock, par value $0.01 per share (the “Common Stock”), under the Royal Caribbean Cruises Ltd. 2008 Equity Incentive Plan (the “Plan”). On February 4, 2009, the Company filed a registration statement on Form S-8 (File No. 333-157097) (the “Prior Registration Statement”) to register under the Act the offer and sale of 5,000,000 shares of Common Stock under the Plan. Effective upon the approval of the Company’s shareholders on May 20, 2010, the Plan was amended to increase the number of shares reserved for issuance thereunder from 5,000,000 shares to 11,000,000 shares. This Registration Statement relates to securities of the same class as that to which the Prior Registration Statement relates, and is submitted in accordance with General Instruction E to Form S-8 regarding Registration of Additional Securities. Pursuant to Instruction E, the contents of the Prior Registration Statement are incorporated herein by reference and made part of this Registration Statement, except as amended hereby.       

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The contents of the following documents, which have previously been filed by the Company with the Securities and Exchange Commission (the “Commission”), are hereby incorporated in this Registration Statement by reference:

a) The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009;

b) The Company’s Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2010, June 30, 2010 and September 30, 2010;

c) The Definitive Proxy Statement for the Company’s 2010 annual meeting of shareholders filed with the Commission on April 9, 2010;

d) The Company’s Current Reports on Form 8-K filed with the Commission on March 19, 2010 and May 24, 2010; and

e) The description of the Company’s Common Stock set forth under the caption “Description of Registrant’s Securities to be Registered” in the Company’s Registration Statement on Form 8-A filed with the Commission on April 15, 1993.

Each document filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, after the date hereof and prior to the filing by the Company of a post-effective amendment hereto which indicates that all shares of Common Stock being offered pursuant to this Registration Statement have been sold or which deregisters all shares of Common Stock then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such document.

Any statement contained in a document, all or a portion of which is incorporated or deemed to be incorporated by reference herein, shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 5. Interests of Named Experts and Counsel.

Certain legal matters with respect to the offering of the shares of Common Stock registered hereby have been passed upon by Bradley H. Stein, Esq., Senior Vice President, General Counsel, and Secretary of the Company.

Item 8. Exhibits.

The documents listed hereunder are filed as exhibits hereto.

Exhibit
Number	Description of Document
4.1	Royal Caribbean Cruises Ltd. 2008 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2008 filed on July 25, 2008)
4.2	Amendment No. 1 to the Royal Caribbean Cruises Ltd. 2008 Equity Incentive Plan (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2010 filed on July 23, 2010)
4.3	Restated Articles of Incorporation of the Company, as amended (composite) (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-3 (File No. 333-136186) filed on July 31, 2006)
4.4	Restated By-Laws of the Company, as amended (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on May 31, 2006)
5.1	Opinion of Bradley H. Stein, Esq., General Counsel to the Company
23.1	Consent of PricewaterhouseCoopers LLP, Independent Registered Certified Public Accounting Firm
23.2	Consent of Bradley H. Stein, Esq. (included in Exhibit 5.1 to this Registration Statement)
24.1	Power of Attorney

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida, as of the 26^th day of October, 2010.

Royal Caribbean Cruises Ltd.

/s/ Brian J. Rice

By: _________________________

Brian J. Rice

Executive Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities and as of the dates indicated:

Signature	Title	Date
/s/ Richard D. Fain Richard D. Fain	Chairman, Chief Executive Officer and Director (Principal Executive Officer)	October 26, 2010
/s/ Brian J. Rice Brian J. Rice	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	October 26, 2010
/s/ Henry L. Pujol Henry L. Pujol	Vice President and Controller (Principal Accounting Officer)	October 26, 2010
* Morten Arntzen	Director	October 26, 2010
* Bernard W. Aronson	Director	October 26, 2010
* William L. Kimsey	Director	October 26, 2010
* Laura Laviada	Director	October 26, 2010

* Gert W. Munthe	Director	October 26, 2010
* Eyal Ofer	Director	October 26, 2010
* Thomas J. Pritzker	Director	October 26, 2010
* William K. Reilly	Director	October 26, 2010
* Bernt Reitan	Director	October 26, 2010
* Arne Alexander Wilhelmsen	Director	October 26, 2010

* By:

/s/ Brian J. Rice

________________________________

Name: Brian J. Rice

Title: Attorney-in-Fact

EXHIBIT INDEX

Exhibit
Number	Description of Document
5.1	Opinion of Bradley H. Stein, Esq., General Counsel to the Company
23.1	Consent of PricewaterhouseCoopers LLP, Independent Registered Certified Public Accounting Firm
23.2	Consent of Bradley H. Stein, Esq. (included in Exhibit 5.1 to this Registration Statement)
24.1	Power of Attorney

EX-5

Exhibit 5.1

October 27, 2010

The Board of Directors

Royal Caribbean Cruises Ltd.

1050 Caribbean Way

Miami, Florida 33132

Re: Royal Caribbean Cruises Ltd. Registration Statement on Form S-8

Dear Sir or Madam:

As Senior Vice President, General Counsel and Secretary of Royal Caribbean Cruises Ltd., a Liberian corporation (the “Company”), I have participated in the preparation and filing by the Company of a Registration Statement on Form S-8 (the “Registration Statement”) for the registration under the Securities Act of 1933, as amended (the “Act”), of 6,000,000 shares of the Company's Common Stock, par value $.01 per share (the “Shares”), to be offered to participants in the Royal Caribbean Cruises Ltd. 2008 Equity Incentive Plan (the “Plan”). This opinion is delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K promulgated under the Act.

In furnishing this opinion, and in my capacity as an attorney admitted to practice in the State of Florida, I have examined copies of the Registration Statement, the Articles of Incorporation and By-laws of the Company, as amended to date, the Plan, and such other papers, documents and certificates of public officials as I have deemed necessary and relevant to provide a basis for the opinions set forth below. In making such examinations, I have assumed the genuineness of all signatures and the authenticity of all documents submitted to me as originals and the conformity with the originals of all documents submitted to me as copies.

This opinion is limited to the laws of the Republic of Liberia. In rendering this opinion, I have relied solely upon the Liberian Business Corporation Act (Title 5 of the Liberian Code of Laws Revised, effective January 3, 1977, as amended and published on June 19, 2002), which according to Liberian International Ship & Corporate Registry, LLC remains, to the best of their knowledge, in effect on the date hereof.

On the basis of and subject to the foregoing, I am of the opinion that, the Shares, if and when issued in accordance with the terms of the Plan and upon payment for the Shares in accordance with award agreements duly authorized thereunder, will be validly issued, fully paid and nonassessable.

I hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, I do not thereby admit that I am in the category of persons whose consent is required under Section 7 of the Act or the Rules and Regulations of the Securities and Exchange Commission.

This opinion is limited to the matters stated in this letter, and no opinions may be implied or inferred beyond the matters expressly stated in this letter. The opinions expressed in this letter speak only as of its date. I do not undertake to advise you of any changes in the opinions expressed herein from matters that might hereafter arise or be brought to my attention.

Please be advised that I am a member of the Bar of the State of Florida and New York and am not licensed to practice law in any other jurisdiction.

Very truly yours,

/s/ Bradley H. Stein

Bradley H. Stein

Senior Vice President, General Counsel

EX-23

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED CERTIFIED

PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report, dated February 23, 2010, relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in Royal Caribbean Cruises Ltd.'s Annual Report on Form 10-K for the year ended December 31, 2009.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Miami, Florida

October 27, 2010

EX-24

Exhibit 24.1

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Richard D. Fain, Brian J. Rice and Bradley H. Stein, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign in his or her name this registration statement on Form S-8 with respect to 6,000,000 shares of the common stock of Royal Caribbean Cruises Ltd. (the “Company”) issuable pursuant to the Company’s 2008 Equity Incentive Plan and any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

This Power of Attorney may be signed in any number of counterparts, each of which shall constitute an original and all of which, taken together, shall constitute one Power of Attorney.

EXECUTED in the capacities and on the dates indicated below:

Signature	Title	Date
/s/ Morten Arntzen Morten Arntzen	Director	September 23, 2010
/s/ Bernard W. Aronson Bernard W. Aronson	Director	September 23, 2010
/s/ William L. Kimsey William L. Kimsey	Director	September 23, 2010
/s/ Laura Laviada Laura Laviada	Director	September 28, 2010
/s/ Gert W. Munthe Gert W. Munthe	Director	September 23, 2010
/s/ Eyal Ofer Eyal Ofer	Director	September 28, 2010

/s/ Thomas J. Pritzker Thomas J. Pritzker	Director	September 23, 2010
/s/ William K. Reilly William K. Reilly	Director	September 23, 2010
/s/ Bernt Reitan Bernt Reitan	Director	September 23, 2010
/s/ Arne Alexander Wilhelmsen Arne Alexander Wilhelmsen	Director	September 23, 2010